Representations and Warranties of Bank Clause Samples

Representations and Warranties of Bank. Bank warrants and represents to FTDI and the Funds that: (a) Bank is a “bank” as defined in section 3(a)(6) of the Securities Exchange Act of 1934, as amended (the “1934 Act”); (b) Bank is authorized to enter into this Agreement as agent for Customers, and Bank’s performance of its obligations and receipt of consideration under this Agreement will not violate any law, regulation, charter, agreement or regulatory restriction to which Bank is subject; (c) Bank has received all regulatory agency approvals and taken all legal and other steps necessary for offering the services Bank will provide to Customers and receiving any applicable compensation in connection with this Agreement; and (d) Bank will comply with all applicable U.S. federal, state and local laws and regulations in performing its obligations hereunder. Without limiting the foregoing, Bank agrees that in recommending to a customer the purchase, sale or exchange of any shares, or class of shares, of a Fund, Bank shall have reasonable grounds for believing that the recommendation is suitable for such customer. Bank also agrees that it will comply with all policies and agreements concerning Site (as defined in Paragraph 4(b)(4) below) usage, including, without limitation, the Terms of Use Agreement(s) posted on the Sites (“Site Terms”) as may be revised and reposted on the Sites from time to time, and those Site Terms (as in effect from time to time) are part of this Agreement.

Representations and Warranties of Bank. (a) Bank hereby represents and warrants to Company as of the Effective Date of this Agreement and as of each Closing Date that: (1) Bank is an FDIC-insured Utah-chartered industrial bank, duly organized, validly existing under the laws of the State of Utah and has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement; the execution, delivery and performance of this Agreement and the transfer of the Loans and Receivables have been duly authorized and are not in conflict with and do not violate the terms of the charter or bylaws of Bank and will not result in a material breach of or constitute a default under, or require any consent under, any indenture, loan or agreement to which Bank is a party; (2) All approvals, authorizations, licenses, registrations, consents, and other actions by, notices to, and filings with, any Person that may be required in connection with the execution, delivery, and performance of this Agreement by Bank, have been obtained; (3) This Agreement constitutes a legal, valid, and binding obligation of Bank, enforceable against Bank in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect (including the rights and obligations of receivers and conservators under 12 U.S.C. §§ 1821(d) and (e)), which may affect the enforcement of creditors’ rights in general, and (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); (4) There are no proceedings or investigations pending or, to the best knowledge of Bank, threatened against Bank (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by Bank pursuant to this Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of Bank, would materially and adversely affect the performance by Bank of its obligations under this Agreement, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or (v) would have a materially adverse financial effect on Bank or its operations if resolved adversely to it; provided, however, that Bank makes no representation or warranty regarding the examination of Bank by the FDIC or the Utah Department of Financ...

Representations and Warranties of Bank. Except as disclosed in the letter delivered by Bank to Investor concurrently herewith (the “Bank Disclosure Letter”) (it being understood that (a) no item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (b) the mere inclusion of an item in the Bank Disclosure Letter as an exception to a representation or warranty shall not be deemed an admission by Bank that such item represents a material exception or fact, event or circumstance or that such item would be material or have a Material Adverse Effect with respect to Bank and (c) any disclosures made with respect to a section of this Article II shall be deemed to qualify (1) any other section of this Article II specifically referenced or cross-referenced and (2) other sections of this Article II to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections), Bank (but only in respect of representations and warranties concerning Bank; it being understood that, without limiting Section 7.1(i), Bank shall have no liability for representations concerning Seller or Seller Parent and that Seller shall have no liability for representations concerning Seller Parent) hereby represents and warrants to Investor as follows:

Representations and Warranties of Bank. Bank hereby represents and warrants to Company as follows:

Representations and Warranties of Bank. Bank represents and warrants to Carrier that Bank has full and complete power and authority to enter into and perform under this Amendment and has obtained, and there remain in effect, all necessary licenses, resolutions and filings which are necessary for Bank to perform its obligations under this Amendment.

Representations and Warranties of Bank. Bank represents and warrants to Merchant at the time of execution and during the term of this Agreement that: (a) Bank has the power to execute, deliver, and perform this Agreement; (b) this Agreement is duly authorized, and does not and will not violate any provisions of federal or state law or regulation, or conflict with any other agreement to which Bank is subject; (c) Bank has all licenses, if any, required to conduct its business and is qualified to do business in every jurisdiction where it is required to do so; and, (d) There is no circumstance, to Bank’s knowledge, threatened by or against or affecting Bank which would substantially impair its right to carry on its business as now conducted or adversely affect its financial condition or operations.

Representations and Warranties of Bank. Bank represents and warrants to Servicer as follows:

Representations and Warranties of Bank. The Bank represents and warrants to each Underwriter as of the date hereof, as of the Applicable Time hereof and as of the Closing Time and each Additional Closing Time referred to in Section 2 hereof, and agrees with the Underwriters, as follows:

Representations and Warranties of Bank. Bank hereby represents and warrants to Spiegel Group during the Term as follows: 6.1 Organization, Power and Qualification. Bank is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America and has full corporate power and authority to enter into this Agreement and to carry out the provisions of this Agreement. Bank is duly qualified and in good standing to do business in all jurisdictions where such qualification is necessary for Bank to carry out its obligations under this Agreement.